Noir
by dee4lyf
Summary: Blake spots Weiss having some alone time in bed but then the peeping tom gets spotted. The pair then retire to Weiss' bed for some clandestine action.


Sheets shuffled in the RWBY dorm room, making the tiniest noise, no louder than Zwei snoring in the corner. Blake lay in her bed, tucked under her sheets, her faunus eyes giving her quiet a good view of the bed across and below. Weiss pale face stuck out in contrast to the darkness, her cheeks flushed with pink with her soft lips parted slightly.

The cat faunus had been having trouble sleeping, lying awake with her eyes closed until the noise of Weiss' act caught her attention. Biting her bottom lip, Blake watched as something moved under Weiss' blanket. Two mounds went up, Weiss' knees, making Blake wonder if she were masturbating through her pajamas or already naked under the covers.

Weiss gasped, making Blake shrink back as the heiress wiped the sweat off her brow, plastering her silvery hair onto her forehead. Down below, a bump in the sheets moved, Weiss' hand between her legs. Blake watched intently as she masturbated, her cat ears flattened against her head. Slowly, Blake couldn't resist and untied the loose silk that held her yukata closed, letting the loose garment part to reveal her deep purple panties.

They were already damp.

Biting the ribbon that held her clothes together, Blake traced the crevice in her underwear, imagining what Weiss was doing under her sheets. _Oh god…. _She moaned internally, her warmth nearly burning her fingers as she touched herself. Looking down, she saw Weiss' head lying back in her pillow, face contorted in pleasure as her blanket writhed.

Watching, Blake snaked a hand up and opened her yukata all the way, baring her perky breasts, pale and shapely, her size just a little larger than Weiss'. Cupping one, Blake rolled her puffy bud around her palm. Gently massaging as her finger pressed the soft cloth of her panties into her slit, giving her access to her clit.

Biting harder on the silk, Blake moaned softly, slowly caressing her lady bits, not daring to rock on her bed and risk collapsing it. _Gah, one day I-I'll get this bed properly set up…._ She thought, pushing the hem of her panties down, exposing her flawless mound. Raising her knees like Weiss, she massaged to soft flesh before slipping her hand into her undies, pressing her fingers into her puffy lips.

The flesh was soft, her wet folds so enticing to touch yet she held back, wanting to take as much time as she could. Slowly, she spread her pussy, exposing her damp entrance to the warm air under her blanket before pushing a finger inside, making her suck in a breath. She gently moved it around, brushing her fingertip on her soft walls, gasping again when she prodded her hymen.

Slowly, she pushed her slender finger deeper, probing her most intimate of places, the rise and fall of her chest gradually growing quicker and shallower as she rubbed her lips with her forefinger, slowly pushing it in between.

"Blake."

The cat faunus almost jumped out of her skin, ripping her hand from her panties as she looked down. Weiss was staring up at her, having noticed her little secret. After what seemed like an hour of awkward eye contact, Weiss spoke up. "Are you… masturbating? To me?" She asked softly, her sweet voice not louder than a whisper. Blake flushed, her cheeks turning bright pink and the hair on her ears standing stiff. Taking a moment to collect her thoughts, Blake eventually nodded, scrapping the long explanation she was thinking of. "Are you masturbating to me?"

Blake nodded again.

The cat faunus swore she could hear her heart beating, feel the drop of sweat slowly rolling down her cheek, see the disappointment and anger building in the ice queen's cold blue eyes. _Oh god oh god oh god oh god. _Blake chanted in her head, unable to stop her ears from twitching nervously.

"Weiss, I-"

"Shut up." She replied flatly.

Blake's heart started to jackhammer in her chest as Weiss stood, her blanket wrapped around her waist. Walking across the small gap between their beds, her tear drop breasts soft yet stiff in the pale light streaming in from the window. Reaching up, the ice queen put her hand on the back of Blake's head, gently intertwining her fingers into her dark locks.

Slowly, she pulled down Blake's frozen face, the cat faunus staring down, unable to move or resist, unsure of if she should just let it happen. She just looked down at Weiss, seeing the her scar highlighted by the window, her soft, slightly quivering lips, how her eyelids slowly closed as her eyes lingered on Blake's before her head turned slightly to the left.

"Weiss…." Blake whispered as their lips met. A soft, sincere kiss, just touching their lips together. A few seconds later, they kissed again, a little more this time with Blake's lips gently grasping her lover's bottom lip. Soon enough, her lips parted as Weiss pushed her tongue into Blake's mouth, the cat faunus eagerly accepting.

Breathing through her nose, Blake cupped Weiss' cheek as their kiss quickly turned torrid and wet, tongues swirling against each other's, letting their saliva run down, Blake quickly licking any from Weiss' chin. Experimentally, the brunette pushed her tongue between Weiss' lips and blushed as she felt Weiss suck on it, her lips wrapping around the soft flesh lewdly.

A few minutes of passionate kissing and Weiss pulled back slowly, taking her time to part their lips, letting her tongue slide tightly in between Blake's lips, a single strand of saliva hanging between them before it broke.

"You're not a bad kisser." Weiss smiled up at her.

"Th-thanks…. You too." Blake whispered, licking her lips, still feeling Weiss on them.

"Shall we retire to my bed?" Weiss teased, giggling softly in her refined manner.

"Weiss! Y-you don't really th-think that we could, right?" Blake gasped softly, eyeing Ruby sleeping on the bunk opposite hers. "Ruby and Yang are here." Weiss smiled as she dropped the blanket, revealing her naked form.

Weiss was slender, not curvy by any chance but shapely. Blake's eyes immediately followed the movement of the blanket, stopping at Weiss' beautiful chest, her nipples erect in the cold night air. They traveled downward even more, drinking in each inch of Weiss' pale skin, stopping once she reached it. The small, downy patch of Weiss' hair resting just above the pink slit of her womanhood.

"Weiss…." She gasped, eyeing it pink and swollen with need, wetness glistening on it and between her legs. "Like what you see?" Blake flushed pink and nodded. "Well, come." The heiress smiled up at her. Blake's face was nearly as pink as Weiss' nethers, her eyes almost crossed as they drank in the sight of her naked body. Gulping, Blake hopped off her bed with grace only faunus could have. Even someone like Weiss was envious of how fluid the raven haired girl's movements were.

"Don't worry Blake. We'll be sneaky about it." Weiss smiled reassuringly, taking Blake's hand to find it clammy and damp. Quietly, the pair tip toed back to Weiss bed and climbed in together, muffling their movements by hiding completely under the thick quilted duvet.

It was pitch black for Weiss, looking back up into nothingness. If she couldn't feel Blake's heat and weight on her, she would have sword she wasn't there. The story was different for the cat faunus though. Her enhanced eyes pierced the darkness and saw the gray silhouette of Weiss' face. Her scar light against even lighter skin. The soft curve of her lips. Her unearthly neck and slender shoulders. Blake stopped at the swell of her pert breasts and Weiss flushed as if she knew.

"My eyes are up here, dolt" She whispered, making Blake's face heat up. "S-sorry, Weiss." She whispered back. "Oh don't give me that." She cooed softly, reaching one hand up to cup Blake's cheek. Slowly but surely, the cat faunus obliged and leaned down to let their lips press together.

"Mph…" Blake moaned softly against Weiss' marshmallow lips, embarrassed that hers were dry and cracked in places. It didn't help that she rarely put on lip balm. She kissed her cutely, no tongue. No biting. No sensual lip pulling. Just affection for the smaller, more experienced girl. "Cherry chapstick?" Blake asked, earning a giggle from the heiress. "I thought it would be… appropriate for the situation. How was it?"

"I liked it."

Sharing a quick childish giggle, the two girls kissed again, Weiss' hands tousling Blake's dark hair, drawing curtains of it as if to hide their loving make out session. Soon, both of them were hot, sweaty, and needy.

"Weiss…." She whispered, her hand trailing down the heiress' sides, caressing her body as if the slightest touch would cause it to shatter. "Yes, Blake?" She asked, smiling up at her, letting their lips brush together.

"I want you."

With that, Weiss smiled wide and pulled her down into another ferocious kiss, not wasting time as she lashed her tongue against Blake's. She tasted her and could get enough.

"Weiss!" Blake hissed and tried to stay quiet as she felt slender fingers gently rubbing up and down her womanhood. "What?" She asked, looking up at her curiously. "Y-you're finger." Blake blushed, looking away. "So? Aren't we making love? I'm sure this is a perfectly natural thing for women to do to each other. "But… but…." "But?"

Blake paused and sighed. "Try not to get me to… you know… moan a lot." She whispered before kissing her again, taking some confidence that she could kiss Weiss without falling apart. That didn't last long though as Weiss' ladylike finger slipped between Blake's moist folds, making her gasp and moan softly, using the princess' lips to muffle them.

Slowly, Weiss ran her fingertip up and down Blake's slit, making sure to slide against her clit at each passing. True, she wasn't getting much pleasure from it herself but seeing Blake like this… it turned her on. Not being able to cum was a small price to pay to see Blake like this. Panting. Sweating. Blushing. Practically drooling as the finger pushed into her entrance.

"Nya!" She gasped, nibbling Weiss' lip to stay quiet. Slowly, the finger began to pump and out of her, stroking her inner walls with a soft _shlick shlick shlick. _Soon enough, the kitten's pussy was practically gushing onto Weiss' finger, staining the sheets with her arousal. "Weiss… ahhnnn… I'm so close." "Really? One slow finger?" "O-one slow finger…. F-from you…."

Both of them blushed and Weiss grew determined to please the girl. She fingered faster, thumbing Blake's rosebud in fast circles that sent shocks up Blake's crotch and stomach. Her arms wrapped around Weiss, hugging their chests together and scraping bright red lines into the pale skin of her back.

"Ahhhh… Weiss… Don't stop… Please…. AHhhhh…." She moaned straight into Weiss' ear, her own feline ears twitching like a madman as her climax grew closer and closer, building up more and more.

With one quick thrust up to her knuckle, Weiss watched Blake's orgasm roll through her body, making her walls milk her finger. Making her nails practically scratch her back to shreds. Making the love of her life shudder and go rigid with pleasure as she came on Weiss' hand, coating it in her wetness.

A few seconds later, Blake melted on top of Weiss, panting and blowing searing hot breath right on Weiss' neck. "Weiss… that was… incredible…." She smiled, giving the heiress a soft kiss before resting her chin back on the smaller girl's shoulder. "I'm glad you enjoyed it."

"I definitely did." Blake smiled, whispering into Weiss ear and giving it a lick with her rough, cat like tongue. "We'll… do this again sometime?"

"Definitely."

"Warn us next time." Two voices giggled in the dark.

"YANG!" "RUBY!"


End file.
